**EXHIBIT10.6**

 

**TRIBUNECOMPANY**

**1996NONEMPLOYEE DIRECTOR STOCK COMPENSATION PLAN**

# **(As amended and restated effective December 20,2007)**

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**ARTICLEI**

**GENERAL**

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1.1           **Purpose.**  Tribune Company, a Delaware corporation (the“Company”), hereby amends and restates the 1996 Nonemployee Director StockCompensation Plan (the “Plan”). The purpose of the Plan has been to increasethe stock ownership of nonemployee directors, to further align their interestswith those of the Company’s other stockholders and to foster and promote thelong-term financial success of the Company by attracting and retainingoutstanding nonemployee directors by enabling them to participate in theCompany’s growth through stock ownership. Effective December 20, 2007 the Plan is hereby amended to reflectthe leveraged acquisition of Tribune Company by the Tribune Employee StockOwnership Plan and the resulting cessation of trading of Tribune common shareson the New York Stock Exchange (collectively, the “going-private transaction”).

 

1.2           **Participation.**  Only directors of the Company who at the timean award is made meet the following criteria (“Directors”) shall receive awardsunder the Plan: (a) the director is not an employee of the Company or anysubsidiary of the Company and (b) the director is a “disinterested person”as such term is defined in Rule 16b-3 promulgated under the SecuritiesExchange Act of 1934 (the “Exchange Act”) or any similar rule which maysubsequently be in effect (“Rule 16b-3”).

 

1.3           **SharesSubject to the Plan.**  Sharesof stock covered by awards under the Plan may be in whole or in part authorizedand unissued or treasury shares of the Company’s common stock or such othershares as may be substituted pursuant to Section 4.2 (“CommonStock”).  The maximum number of shares ofCommon Stock, which may be issued for all purposes under the Plan, shall be300,000 (subject to adjustment pursuant to Section 4.2).

 

**ARTICLEII**

**STOCKAWARDS**

 

2.1           **StockAwards.**  Effective on the dayafter the date of each annual meeting of the stockholders of the Company atwhich Directors are elected (“Annual Meeting”), commencing with the AnnualMeeting in 2005, each Director in office on adjournment of said meeting willautomatically be awarded shares of Common Stock which on the date of the AnnualMeeting have a Fair Market Value of $75,000 (the “Stock Award”).   A Director who is not initially elected atthe Annual Meeting shall receive an award for a pro rata portion of the StockAward on the day following his or her becoming a Director based on the numberof months remaining from such date until the anniversary date for the mostrecent Annual Meeting of the Company divided by twelve.

 

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2.2           **Definitionof Fair Market Value.**  Theterm “Fair Market Value” unless otherwise required by any applicable provisionof the Internal Revenue Code of 1986, as amended, (the “Code”)or anyregulations issued hereunder shall mean, as of any date, the closing price ofthe Common Stock as reported on the New York Stock Exchange CompositeTransactions List (or such other consolidated transaction reporting system onwhich the Common Stock is primarily traded) for such day, or if the CommonStock was not traded on such day, then the next preceding day on which thestock was traded, as reported by such source as the Board of Directors mayselect.  If the Common Stock is notreadily tradeable on a national securities exchange or other market system, itsFair Market Value shall be set under procedures established by the Board ofDirectors on the advice of an investment advisor.

 

**ARTICLEIII**

**DEFERRALOF STOCK AWARDS**

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3.1           **Deferral.**  Each Director may elect to defer receipt ofpart or all of any stock awards hereunder. Any such election must be made in writing prior to the beginning of thecalendar year in which an award is earned. The deferred award will be credited to an account established in theDirector’s name and held subject to the following terms and conditions:

 

(a)           If the Company pays a cash dividendwith respect to its Common Stock at any time while there is a balance in theDirector’s account, the Company will determine the cash dividend which theDirector would have received had the Director been the actual owner of thenumber of shares shown in the account at the time of the dividend payment.  The Company will then determine theadditional shares of Common Stock that could have been purchased with thedividend at the fair market value of the stock on the date of dividend paymentand add this number to the Director’s account.

 

(b)           The number of whole shares in aDirector’s account at the time the Director terminates service on the Boardshall be delivered in a lump sum on the February 15 following the year inwhich the Director terminates Board service or in no more than ten equal annualinstallments commencing on the February 15 following the year in which theDirector terminates Board service in accordance with the Director’s original oramended deferral election.  The value ofany fractional shares shall be paid in cash upon termination.  An election made under this paragraph 3.1(b) withrespect to deferrals credited to a Director’s account after December 31,2004 (and any investment gains or losses attributable thereto) shall beirrevocable, provided that a Director may amend an election no later than December 31,2005. A Director may amend an election with respect to the manner of thedelivery of shares deferred to a Director’s account prior to January 1,2005 (and any investment gains or losses attributable thereto) at any time upto six months prior to the date of termination of service.

 

(c)           If a Director dies or becomes legallyincapacitated, the Company will deliver the shares to the persons designated bythe Director by a writing filed with the Company.

 

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(d)           The Company’s obligations withrespect to the deferred stock awards shall not be funded or secured in anymanner nor shall the Director’s right to receive shares be assignable ortransferable voluntarily or involuntarily except as expressly provided herein.  However, nothing shall prevent the Companyfrom establishing a rabbi trust to provide a Director additional assurance thatthe shares subject to a deferred award will be delivered in a timely fashion inaccordance with the Director’s election.

 

3.2           **Going-Private Transaction**.  As a result of the going-private transaction,Directors’ deferred share awards under this Plan or under the Tribune IncentiveCompensation Plan which are denominated in Tribune stock shall be converted toa cash equivalent based on the price provided to shareholders pursuant to thetransaction.  Converted account balancesshall bear interest, at an annual rate equal to 120% of the long-termApplicable Federal Rate (compounded quarterly), which rate shall be updated on an annual basis.

 

3.3           **Change in Election**.  In connection with the application of Section 409Aof the Code to the Plan, the Tribune Company Employee Benefits Committee or itsdelegate may offer Directors the opportunity to elect a revision to theirexisting payment election under the Plan so as to accelerate the payment oftheir account balance following termination of Board service.   Such revised payment election shall bedetermined in the sole discretion of the Committee or its delegate.  Such revisions shall be provided and operatein compliance with the transition rules under Section 409A and shallbe offered and elected prior to December 31, 2007.

 

**ARTICLEIV**

**MISCELLANEOUSPROVISIONS**

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4.1           **Nontransferability.**  No shares awarded under the Plan shall besold for a period of six months and one day after the date of the award.

 

4.2           **AdjustmentsUpon Certain Changes.**  If anyof the events described in Sections 14.1 or 14.2 of the Company’s 1997Incentive Compensation Plan (As Amended and Restated Effective May 12,2004) shall occur, the number of shares authorized by the Plan, shall beautomatically adjusted on the same basis to give the proper effect to suchchange so as to prevent the dilution or enlargement of the shares availableunder Section 1.3 hereof.

 

4.3           **Amendmentor Discontinuation of Plan.** Subject to Code Section 409A, the Board of Directors may amend thePlan at any time or suspend or discontinue the Plan at any time, but no suchaction shall adversely affect any prior award; provided that this Plan may notbe amended more frequently than once every six months and no amendment shall beadopted which would result in any Director losing his or her status as a“disinterested” administrator under Rule 16b-3 with respect to anyemployee benefit plan of the Company or result in the Plan losing its status asa protected plan under Rule 16b-3.

 

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4.4           **PlanNot Exclusive.**  The adoptionof the Plan does not supersede the 1995 Nonemployee Director Stock Option Planand shall not preclude the adoption by appropriate means of any other stock orother compensation plan for Directors.

 

4.5           **OtherProvisions; Securities Registration.** The grant of any award under the Plan may also be subject to otherprovisions as counsel to the Company deems appropriate, including, withoutlimitation, such provisions as may be appropriate to comply with federal orstate securities laws and stock listing requirements.

 

4.6           **Rightsof Directors.**  Nothing in thePlan shall confer upon any Director any right to serve as a Director for aperiod of time or to continue his or her present or any other rate ofcompensation.

 

4.7           **Requirementsof Law; Governing Law.**  Theawarding and the issuance of shares of Common Stock shall be subject to allapplicable laws, rules and regulations, and to such approvals by anygovernmental agencies or national securities exchanges as may be required. ThePlan, and all agreements hereunder, shall be construed in accordance with andgoverned by the laws of the State of Delaware.

 

4.8           **EffectiveDate.**  The Plan was approvedby the holders of a majority of the votes of all shares present, orrepresented, and entitled to be cast on the matter at the 1996 Annual Meetingand became effective as of such Annual Meeting. No grants shall be made hereunder after May 31, 2006.

 

IN WITNESS WHEREOF, the Tribune Company EmployeeBenefits Committee has caused the foregoing to be executed on behalf of TribuneCompany by the undersigned duly authorized Chairman of the Committee this 20thday of December, 2007.

 

 
|   | TRIBUNE COMPANY |
|--------|-----------------|
|   |            |   |
|   |            |   |
|   | By:             | /s/ Donald C. Grenesko |
|   |            | Chairman of Tribune  Company |
|   |            | Employee Benefits  Committee |

 

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